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AOA Amendment: Alter Articles of Association Online

An AOA amendment alters your company's Articles of Association by special resolution under section 14 of the Companies Act, 2013, and the resolution is filed with the Registrar in Form MGT-14 within 30 days. It covers internal governance rules, not the name, objects or capital clause of the Memorandum.

What an AOA amendment is and the law behind it

The Articles of Association (AOA) are a company's internal rules of management (section 5(1) of the Companies Act, 2013). A company may alter them by a special resolution, subject to the Act and its memorandum (section 14(1)).

What an AOA amendment covers, and what it does not

Governance rules: Board powers, restrictions on share transfer, and adopting or dropping Table F.

  • Governance rules
  • Share classes and rights
  • Conversion of status
  • Entrenchment provisions
  • Not an AOA matter
  • Not for LLPs

Ordinary alteration or conversion

The route depends on whether the company's status changes.

  • Ordinary alteration
  • Private to public
  • Public to private

Government fees and stamp duty

MGT-14 fee by nominal share capital, from the Fees Rules.

  • MGT-14, nominal capital below ₹1 lakh: ₹200
  • MGT-14, ₹1 lakh to under ₹5 lakh: ₹300
  • MGT-14, ₹5 lakh to under ₹25 lakh: ₹400
  • MGT-14, ₹25 lakh to under ₹1 crore: ₹500
  • MGT-14, ₹1 crore or more: ₹600
  • MGT-14 filed late: Normal fee plus 2 to 12 times as additional fee

Documents you need

The applicant is always the company, so there are no separate lists for individuals, partnerships or trusts.

  • Certified true copy of the special resolution
  • Notice of the general meeting with the explanatory statement
  • Altered Articles of Association
  • Digital Signature Certificate of a director or authorised signatory
  • Attendance record and proof that notice was sent

How an alteration of the Articles works

Time limits at each stage

The Registrar does not commit to a fixed processing time for these filings, so we do not quote one.

  • Notice of the general meeting: At least 21 clear days; shorter only with consent
  • Special resolution: Votes in favour at least three times votes against
  • Form MGT-14: Within 30 days of passing the resolution
  • Altered articles with the Registrar: Plan within 15 days of the alteration (we confirm which period applies)
  • INC-27, private to public: Within 15 days of the special resolution
  • RD-1, public to private: Within 60 days of the special resolution

Work out your filing dates

Enter the day the special resolution was passed.

What a late MGT-14 costs

Section 117(2) also provides a penalty for not filing: the company is liable to ₹10,000 plus ₹100 for each day of default, up to ₹2,00,000, and each officer in default to ₹10,000 plus ₹100 per day, up to ₹50,000.

  • Up to 30 days: 2 times
  • More than 30 days, up to 60 days: 4 times
  • More than 60 days, up to 90 days: 6 times
  • More than 90 days, up to 180 days: 10 times
  • More than 180 days: 12 times

Defects to avoid

Each point follows from a condition in the Act.

  • The notice did not say a special resolution is proposed, or ran shorter than 21 clear days without valid consent.
  • The section 102 explanatory statement is missing.
  • The altered Articles attached do not match the text of the resolution.
  • MGT-14 is filed after 30 days without paying the additional fee.
  • An entrenchment clause is added to a private company without all members agreeing.
  • A clause removes the private-company restrictions (on share transfer, the 200-member limit or inviting the public). The company then stops

What StampMitra does for you

Draft the resolution and altered clauses: We prepare the special resolution, the general meeting notice and the altered Articles clauses.

  • Draft the resolution and altered clauses
  • Prepare and file Form MGT-14
  • Filing acknowledgment and updated copy
  • Tell you if the change is really an AOA matter

How it works

  1. Board approves the draft Approve the proposed alteration and call a general meeting.
  2. Send the notice Give at least 21 clear days' notice, stating that a special resolution is proposed.
  3. Pass the special resolution Votes in favour must be at least three times the votes against.
  4. File Form MGT-14 File within 30 days with the resolution and the altered Articles.
  5. File conversion forms if needed File INC-27, and RD-1 for public to private.

Frequently asked questions

Which resolution is needed to alter the Articles?

A special resolution, passed by votes in favour of at least three times the votes against (sections 14(1) and 114(2)).

What is the deadline to file?

Form MGT-14 has to be filed within 30 days of passing the resolution. Late filing carries an additional fee and a penalty under section 117.

Can the meeting notice be shorter than 21 days?

Yes, with the consents set out in section 101. For a meeting other than an AGM, that is a majority in number of members holding at least 95% of the voting paid-up capital. Otherwise the notice must be at least 21 clear days.

Does a private company have to file MGT-14?

Yes, for a special resolution. The 2015 exemption for private companies covers only board resolutions under section 179(3).

Does altering the Articles change the Memorandum?

No. The two have separate procedures. Name, objects, State of the registered office and authorised capital are Memorandum matters.

Can a private company become a public company this way?

Yes. It is an alteration of the Articles, and the conversion is filed in Form INC-27 within 15 days of the special resolution. Public to private additionally needs Regional Director approval through e-Form RD-1; no tribunal order is needed.

Can some rules be made hard to change?

Yes, through entrenchment provisions. In an existing private company they can be added only by an amendment that all members agree to, and in a public company by a special resolution. The Registrar is notified in MGT-14 within 30 days.

Is stamp duty payable on an alteration of the Articles?

Stamp duty is set by each state's stamp law, so it depends on your state. We confirm whether and how much applies before we file.

Do share transfers or allotments need an AOA amendment?

No. A change in shareholding does not alter the Articles. The Articles may need a change only if they lack a power you need, such as authority to increase capital.

Does a Section 8 company need approval first?

Yes. A Section 8 company cannot alter its articles without the previous approval of the Central Government (section 8(4)(i)), which the Registrar exercises for an ordinary alteration. The members' resolution is also needed. We apply for the approval first.

Does an LLP alter its Articles?

No. An LLP has an LLP Agreement, not Articles. This service is for companies.